CINCINNATI -- Defense be damned. Two teams named UC with two quarterbacks named Zach -- one of which got a big lift from a running back named Jordan -- wanted to have a shootout.

But No. 4 Cincinnati, which may have the best offense in the country, had a little too much power for Connecticut.

The Bearcats gained a school-record 711 yards and beat the Huskies 47-45 Saturday night at Nippert Stadium before a sellout crowd of 35,100 and a national television audience on ABC.

"This team showed grit, determination, you can use any adjective you want," UConn coach Randy Edsall said.

UConn running back Jordan Todman finished with 162 yards and three touchdowns on 26 carries.

Todman's 2-yard touchdown run on fourth down made it 40-38 with 5:03 left in the game. UConn's two-point conversion attempt failed, however, and the Huskies were still trailing.

But Cincinnati running back Isaiah Pead's 14-yard touchdown run on fourth-and-1 with 1:52 to play sealed the Huskies' fate. A touchdown pass from Frazer to Marcus Easley with 13 seconds left made things interesting, but UConn's ensuing onside kick was unsuccessful.

Cincinnati quarterback Zach Collaros was an amazing 29-of-37 for 480 yards through the air.

Cincinnati led 30-10 at halftime after gaining more than 450 yards. But Todman, quarterback Zach Frazer and returner Robert McClain helped the Huskies stage an unlikely comeback.

Frazer, making his first start at quarterback since Cody Endres injured his shoulder, finished 19-of-32 for 261 yards.

Cincinnati (9-0, 5-0) has won 10 straight Big East games since losing to UConn last season. The Bearcats also remain one of six unbeaten teams in the nation.

UConn (4-5, 1-4) has lost five games by a total of 15 points.

"I'm running out of things to tell (the players) after games like this," Edsall said.

"We need the bye (week) very badly," he added. " We need to get these guys away from football for a while."

It was the fourth loss in the last five games for UConn, though they managed to score more than any other Cincinnati opponent has this season. Fresno State had held that mark, scoring 20 against the Bearcats Sept. 26.

Just when the Huskies looked to be finished. they began to make huge plays of their own that put them back briefly within striking distance.

A 46-yard touchdown run by Todman, an 87-yard punt return for a touchdown by McClain, and a 52-yard catch by Kashif Moore set up another touchdown.

UConn couldn't seem to stop the Bearcats, but the home team wasn't doing such a great job on defense either.

Todman's 1-yard plunge, which followed Moore's long catch, made it 40-30. And after Todman's option pass to Easley on the two-point conversion, Cincinnati -- which was scoring points faster than Oscar Robertson ever did on the hardwood -- was only up eight with 13:21 still to play in the game.

The high-powered Cincinnati offense racked up an amazing 457 yards of offense in the first half alone. Collaros passed the 300-yard barrier in one half and receiver Mardy Gilyard went over 100 yards by himself in the same span.

The Bearcats were "only" up 17-10 with five minutes to play in the first half but managed to score 17 more in the final 4:49.

A 28-yard field goal by Jake Rogers made it 20-10, a 41-yard touchdown pass to Armon Binns some three minutes later made it 27-10, and the Bearcats took over one more time in the first half with 21 seconds left. Sandwiched between those drives were consecutive three-and-outs by the UConn offense.

Even when the Huskies appeared to make a nice play -- as safety Robert Vaughn tipped Collaros' long heave with those 21 seconds on the clock -- the Bearcats still found a way. Adrien Robinson caught the deflected pass to set Cincinnati up at the UConn 8. Rogers' third field goal of the half then put the Huskies in a 20-point hole.

Unlike in its previous two games, UConn did not allow the opening kickoff to be returned for a touchdown. But it didn't take Cincinnati long to score, either.

The Bearcats quickly marched 80 yards down the field and went ahead 7-0 on Peads' 1-yard touchdown plunge.

The Huskies answered with an impressive drive of their own, covering 79 yards by pounding Cincinnati on the ground. Wide receiver Easley's 11-yard run helped the Huskies get into scoring position and Todman's 6-yard run tied the game 7-7.

Report card

PLAY OF THE GAME -- Quarterback Zach Collaros made a ton of them but the game wasn't over until Cincinnati running back Isaiah Pead's 14-yard, fourth-down touchdown run in the final two minutes broke the Huskies' hearts.

PLAYER OF THE GAME -- Collaros threw for 480 yards and made more plays with his legs.